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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 16, 2025
Surgery Partners, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-37576 |
47-3620923 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
340 Seven Springs Way, Suite 600
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 234-5900
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common
stock, par value $0.01 per share |
|
SGRY |
|
The
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b- 2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Supplemental Indenture
On December 16, 2025, Surgery Center Holdings, Inc.
(the “Issuer”), a wholly-owned subsidiary of Surgery Partners, Inc. (the “Company”), issued an additional
$425.0 million aggregate principal amount of 7.250% Senior Notes due 2032 (the “Notes”). In connection with the closing of
the offering of the Notes, the Issuer and the direct and indirect subsidiaries of the Issuer that guarantee the Notes entered into a Third
Supplemental Indenture, dated as of December 16, 2025 (the “Supplemental Indenture”), with Wilmington Trust, National
Association, as trustee, to the indenture, dated as of April 10, 2024 (the “Base Indenture” and, as amended and supplemented,
collectively with the Supplemental Indenture, the “Indenture”).
The Notes will be treated as a single series of
notes with the $800.0 million outstanding 7.250% Senior Notes due 2032, which the Company issued on April 10, 2024 (the “Existing
Notes”), and have the same terms as those of the Existing Notes. The Notes will be issued under the same CUSIP number as the Existing
Notes, and the Issuer expects that the Notes and the Existing Notes will be fungible for U.S. federal income tax purposes, except that
any Notes issued pursuant to Regulation S will trade separately under a different CUSIP number until 40 days after the issue date of the
Notes.
The foregoing description
of the Notes and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full
text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated by reference into this Item 1.01. The Supplemental Indenture should be read together with the Base
Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 10, 2024, which is incorporated by reference into this Item 1.01.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth, or incorporated by reference,
in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it
relates to the information required to be disclosed under this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 4.1 |
|
Third Supplemental Indenture,
dated as of December 16, 2025, among Surgery Center Holdings, Inc., the guarantors party thereto and Wilmington Trust,
National Association, as trustee. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 16, 2025 |
SURGERY PARTNERS, INC. |
| |
|
|
| |
By: |
/s/ David T. Doherty |
| |
|
David T. Doherty |
| |
|
Executive Vice President and Chief Financial Officer |
